Securities abbreviation: Anhui Korrun Co.Ltd(300577) securities code: 300577 Anhui Korrun Co.Ltd(300577)
The fifth employee stock ownership plan
February, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the Anhui Korrun Co.Ltd(300577) fifth employee stock ownership plan, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1. Anhui Korrun Co.Ltd(300577) the fifth employee stock ownership plan is formulated by Anhui Korrun Co.Ltd(300577) in accordance with the provisions of the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
2. The participants of the ESOP must meet the standards set by the company and be confirmed by the board of directors and verified by the board of supervisors. The total number of employees involved shall not exceed 41. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The stock source of the ESOP is the shares repurchased in the company’s special account for repurchase. The number of shares is 278038, accounting for about 0.12% of the current total share capital of the company. The total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to each period of employee stock ownership plans held by a single employee shall not exceed 1% of the total share capital of the company. The number of underlying shares held by the employee stock ownership plan does not include the shares obtained by employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
4. After the ESOP is reviewed and approved by the general meeting of shareholders, the shares repurchased by the company shall be transferred, obtained and held at zero price through non transaction transfer and other ways permitted by laws and regulations, without the contribution of the participants.
5. The employee stock ownership plan adopts the mode of self-management. The company elects a management committee through the holders’ meeting to exercise shareholders’ rights on behalf of the holders and supervise the daily operation of the employee stock ownership plan. 6. Within 6 months after the general meeting of shareholders approves the employee stock ownership plan, the management committee will obtain the company’s shares by means of non trading transfer and other laws and regulations in accordance with the instructions of the employee stock ownership plan.
7. The duration of the employee stock ownership plan is 18 months, which is calculated from the date when the employee stock ownership plan is considered by the general meeting of shareholders and the last transfer of the subject stock is announced to the name of the current employee stock ownership plan. The lock up period of the shares held by the employee stock ownership plan is 12 months, which is calculated from the date when the company announces the transfer of the last subject stock to the name of the current employee stock ownership plan. One month before the expiration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than two-thirds of the shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval. If the duration of the employee stock ownership plan is not effectively extended after its expiration, the employee stock ownership plan shall terminate automatically.
8. After the board of directors of the company reviews the ESOP and has no objection, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
9. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions. 10. The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems.
catalogue
1、 Interpretation five
2、 The purpose of implementing the employee stock ownership plan six
3、 Basic principles of employee stock ownership plan six
4、 Criteria for determining the participants of the employee stock ownership plan six
5、 Share distribution of participants in employee stock ownership plan seven
6、 The source of funds and stocks of the employee stock ownership plan seven
7、 Existence, termination, locking and prohibition of employee stock ownership plan eight
8、 Shareholders’ meeting, management committee and management mode of employee stock ownership plan nine
9、 The selection procedure of the Management Committee of the employee stock ownership plan fourteen
10、 How to participate in the employee stock ownership plan when the company is financing fourteen
11、 Asset composition and expenses of employee stock ownership plan fifteen
12、 Disposal of ESOP interests fifteen
13、 Accounting treatment of employee stock ownership plan eighteen
14、 Procedures for implementing employee stock ownership plans eighteen
15、 The relationship between ESOP and concerted action nineteen
16、 Matters authorized by the general meeting of shareholders to the board of Directors nineteen
17、 Others 20 I. interpretation
In this plan, the following abbreviations, unless otherwise specified, have the following meanings: Anhui Korrun Co.Ltd(300577) , the company, the company refers to Anhui Korrun Co.Ltd(300577) employee stock ownership plan, the employee refers to Anhui Korrun Co.Ltd(300577) phase V employee stock ownership plan stock plan, the draft plan, the draft plan, and the employee refers to the draft stock ownership plan of Anhui Korrun Co.Ltd(300577) phase V employee stock ownership plan (Draft)
Holders and participants refer to the employees of the company participating in the employee stock ownership plan
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
The Management Committee of the employee stock ownership plan refers to the management committee and the Management Committee of the employee stock ownership plan
The underlying stock refers to the Anhui Korrun Co.Ltd(300577) stock held by the employee stock ownership plan through legal means
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Guidelines on self regulation and supervision No. 2 guidelines on self regulation and supervision of Listed Companies in Shenzhen Stock Exchange – standardized operation of companies listed on GEM
Articles of association means the Anhui Korrun Co.Ltd(300577) articles of association
The measures for the administration of stock ownership plan refers to the measures for the administration of Anhui Korrun Co.Ltd(300577) the fifth employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to China Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
2、 Purpose of implementing ESOP
Establish the benefit sharing mechanism between workers and owners, further improve the company’s incentive system, attract and retain excellent management talents and business backbones, stimulate the work enthusiasm and creativity of employees, improve the level of corporate governance, realize the consistency of shareholders, the company and personal interests, improve the cohesion of employees and the competitiveness of the company, and promote the long-term, sustainable and healthy development of the company, Create more efficient and lasting returns for shareholders.
3、 Basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors. 4、 Criteria for determining the participants of employee stock ownership plan
(I) legal basis for determining the participants
The company determines the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, self regulatory guidelines and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
(II) criteria for determining participants
All participants of the ESOP shall work in the company or its subsidiaries, receive remuneration and sign labor contracts, and shall meet one of the following standards:
(1) Business and technical backbones who work in key positions and contribute to the company’s business performance and development; (2) Potential excellent employees and key training objects;
(3) Old employees with certain historical contributions.
(III) verification of participants
The board of supervisors of the company will verify the list of employees eligible to participate in the employee stock ownership plan and explain the verification at the general meeting of shareholders. 5、 Share distribution of participants in employee stock ownership plan
The total shares of the employee stock ownership plan are 278038 shares. After the implementation, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares corresponding to the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
The directors, supervisors and senior managers of the company did not participate in the fifth employee stock ownership plan. The list of participants and share distribution of the employee stock ownership plan are shown in the table below:
Account for this plan in sequence
Share of participants (shares)
Total share proportion of No
1. Core employees of the company 278038 100%
Total 278038 100%
The shares and proportion held by the holders of the employee stock ownership plan will be adjusted according to the company’s performance appraisal and the performance appraisal results of each holder after the expiration of the shareholding lock of the employee stock ownership plan. 6、 Capital and stock sources of employee stock ownership plan
(I) source of funds
After the ESOP is reviewed and approved by the general meeting of shareholders, the shares repurchased by the company shall be transferred, obtained and held at zero price through non transaction transfer and other ways permitted by laws and regulations, without the contribution of the participants.
The pricing is based on the company’s own experience in implementing employee incentive in the past, and with reference to relevant policies and market practice, an effective and feasible scheme matching the industry competition and the actual situation of the company’s development. Under the background of the uncertain factors brought by the current epidemic on the travel and consumer goods market and the intensification of market and talent competition, based on the principle of equal incentives and constraints, the company has set strict assessment conditions for the shareholding plan. The company explores and implements incentive systems such as employee stock ownership, which has a positive incentive effect on core backbone talents. In terms of equity share distribution, the company also adheres to the principle of relative share and contribution.
The participants of this ESOP are the core backbone personnel of the company, excluding directors, supervisors and senior managers of the company. The holder of this ESOP is an important executor of the company’s strategy and plays an important role in maintaining the healthy and stable development of the company. The incentive mechanism inherent in the shareholding plan will fully mobilize and stimulate the subjective initiative and work enthusiasm of talents, and have a positive impact on the sustainable operation and performance of the company.
(II) stock source
The stock source of the ESOP is the shares repurchased by the company’s special account for repurchase. The employee stock ownership plan will hold the company’s shares through non trading transfer and other ways permitted by laws and regulations within 6 months after it is reviewed and approved by the company’s general meeting of shareholders.
The company held the 17th meeting of the third board of directors on December 28, 2020, deliberated and adopted the proposal on share repurchase scheme of the company. The company plans to use its own funds to buy back the company’s shares in the form of centralized bidding transaction for the implementation of equity incentive or employee stock ownership plan. The total capital of this repurchase shall not be less than 15 million yuan (inclusive) and not more than 30 million yuan (inclusive), and the implementation period of the repurchase shall not exceed 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan.
As of December 28, 2021, the company has implemented and completed the above repurchase plan. The company repurchases 1183414 shares of the company through centralized bidding through the special account for share repurchase, accounting for 0.49% of the total share capital of the company. The highest transaction price is 26.50 yuan / share and the lowest transaction price is 18.93 yuan/
